Consolidations, Mergers, Sales of Assets. (a) Consolidate with or merge into any other person, or permit another person to merge into it, except that, so long as at the time thereof and immediately after giving effect thereto no Event of Default or Default has occurred and is continuing, any Subsidiary (other than Millennium America, Millennium GP or Millennium LP) may be merged, liquidated or dissolved into Millennium America or another wholly owned Subsidiary (except that no Domestic Subsidiary shall be merged into or consolidated with a Foreign Subsidiary).
Consolidations, Mergers, Sales of Assets. (a) In the case of a Loan Party, consolidate with or merge into any other person, or permit another person to merge into it, except that, so long as at the time thereof and immediately after giving effect thereto no Default has occurred and is continuing, (i) any Subsidiary may be merged, liquidated or dissolved into the Borrower or into any other Loan Party in a transaction in which the surviving person is the Borrower or such Loan Party and (ii) any other person may be merged into the Borrower or any other Loan Party in a transaction in which the surviving person is the Borrower or a wholly owned Loan Party and, in the case of any transaction in which the consideration (other than equity interests of the Borrower) paid by the Borrower and the Material Subsidiaries has an aggregate value in excess of 10% of Consolidated Net Tangible Assets as of the most recently ended fiscal quarter, the Borrower has submitted to the Administrative Agents calculations reasonably satisfactory to the Administrative Agents showing pro forma compliance with the covenants in Sections 6.04, 6.05 ---- ---- and 6.15. ----
Consolidations, Mergers, Sales of Assets. (a) Consolidate with or merge into any other person, or permit another person to merge into it, except that, so long as at the time thereof and immediately after giving effect thereto no Event of Default or Default has occurred and is continuing, (i) any Material Subsidiary may be merged, liquidated or dissolved into the Borrower or into another Material Subsidiary and (ii) any other person may be merged into the Borrower or a Subsidiary in a transaction in which the surviving person is the Borrower or a wholly owned Subsidiary and, in the case of any transaction in which the consideration (other than equity interests of the Borrower) paid by the Borrower and the Subsidiaries has an aggregate value in excess of 10% of Consolidated Net Tangible Assets as of the most recently ended fiscal quarter, the Borrower has submitted to the Administrative Agents calculations reasonably satisfactory to the Administrative Agents showing pro forma compliance with the covenants in Sections 6.04 and 6.05 assuming that such transaction had occurred at the most recent fiscal quarter end for which financial statements shall have been delivered pursuant to Section 5.05 (in the case of Section 6.04) or at the beginning of the period of four fiscal quarters ended on such date (in the case of Section 6.05).
Consolidations, Mergers, Sales of Assets. The Borrower will not dispose of all or substantially all of its assets and not combine or consolidate with or merge into, any other entity, or sell, lease (excepting that certain existing lease of the project to Xxxxxx Foods Company) or otherwise transfer all or any substantial part of its assets to any entity, without the prior written consent of the Bank. It is hereby expressly agreed that any disposition of the Project in violation of this subparagraph
Consolidations, Mergers, Sales of Assets. The Borrower will not dispose of all or substantially all of its assets and not combine or consolidate with or merge into any other entity, or sell, lease or otherwise transfer all or any substantial part of its assets to any entity, without the prior written consent of the Bank. It is hereby expressly agreed that any disposition of the Project in violation of this subparagraph (b) shall be deemed an Event of Default hereunder and shall be ineffective to relieve the Borrower of its obligations under this Agreement. Nothing in this subparagraph (b) shall affect any provision of the Related Documents to which the Borrower is a party which require the consent of the Bank or the Trustee as a precondition to the disposition of the Project.
Consolidations, Mergers, Sales of Assets. The Company will not (a) consolidate with or merge into any other Person or (b) sell, lease or otherwise transfer or permit the transfer of all or any substantial part of its assets to any other Person, except the lending of the proceeds of the Loan.
Consolidations, Mergers, Sales of Assets. The Borrower shall not, nor shall it cause, suffer or permit any of its Subsidiaries, to consolidate with or merge into any other Person.
Consolidations, Mergers, Sales of Assets. Creation of Subsidiaries 85 Section 7.9. Purchase of Assets; Investments 86 Section 7.10. Transactions with Affiliates 86 Section 7.11. Amendments or Waivers 86 Section 7.12. Fiscal Year 86 Section 7.13. Capital Expenditures 87 Section 7.14. Lease Limits 87
Consolidations, Mergers, Sales of Assets. Borrower shall not, and Borrower shall not permit any of its Subsidiaries to, (a) consolidate or merge with or into any other Person or (b) sell, lease, abandon or otherwise transfer all or any material part of its assets to any Person, in one or a series of related transactions, other than the sale of assets singly or in bulk in the ordinary course of its business; provided, that: (i) in connection with Borrower's direct or indirect acquisition of any Acquired Business, (A) any Subsidiary of Borrower may merge with or into or consolidate with the Entity owning that Acquired Business and (B) that Entity may merge into Borrower; (ii) any Subsidiary of Borrower may merge with or into, consolidate with or transfer all or any part of its assets to Borrower or any other Subsidiary of Borrower; (iii) ADCOT, Inc. may dispose of its discontinued retail appliance store operations and properties; and (iv) Hession Plumbing Company, Inc. xxx xispose of its operations in Mooresville, Indiana, as contemplated by the Acquisition Agreement relating to such Acquired Business.
Consolidations, Mergers, Sales of Assets. The Borrower, the ---------------------------------------- Parent and the Significant Subsidiaries of the Parent shall not consolidate or merge with or into, or sell, lease or otherwise transfer all or a significant portion of their respective assets to, any other Person, or, except in connection with any such sale, lease or transfer, discontinue or eliminate any business line or segment other than in the ordinary course of business; provided that (i) the Parent may merge with another Person if (A) the Parent is the corporation surviving such merger and (B) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing and (ii) any Significant Subsidiary may merge with, or sell or otherwise transfer all or a significant portion of its assets to, the Parent or any other Subsidiary of the Parent, if immediately after giving effect to such merger, sale or transfer, no Default or Event of Default shall have occurred and be continuing.
